Auditor Report of Aris International Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Aris
International Limited ('the Company'), which comprise the balance
sheet as at 31 March 2015, the statement of profit and loss and the
cash flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.

Management's responsibility for the financial statements

The Company's board of directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the act") with respect
to the preparation and presentation of these financial statements that
give a true and fair view of the financial position, financial
performance of the company in accordance with the accounting
principles generally accepted in India, including the accounting
standards specified under section 133 of the act, read with rule 7 of
the Companies (Accounts) Rules, 2014. This responsibility also
includes maintenance of adequate accounting records in accordance with
the provisions of the act for safeguarding the assets of the company
and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether
due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We have taken into account the
provisions of the act, the accounting and auditing standards and
matters which are required to be included in the audit report under
the provisions of the act and the rules made thereunder.

We conducted our audit in accordance with the standards on auditing
specified under section 143(10) of the Act. Those standards require
that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of
expressing an opinion on whether the company has in place an adequate
internal financial controls system over financial reporting and the
operating effectiveness of such controls. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the company's
directors, as well as evaluating the overall presentation of the
financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the company as
at 31 March 2015 and its loss for the year ended on that date.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the
order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the act, we give in the annexure a
statement on the matters specified in the paragraph 3 and 4 of the
order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) we have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.

b) in our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books;

c) the balance sheet, the statement of profit and loss and the cash
flow statement dealt with by this Report are in agreement with the
books of account;

d) in our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of the written representations received from the
directors as on 31 March 2015 taken on record by the Board of
Directors, none of the director is disqualified as on 31 March 2015
from being appointed as a director in terms of Section 164 (2) of the
Act; and

f) with respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:

i. the Company does not have any pending litigations which would
impact its financial position;

ii. the Company does not have any long term contracts including
derivative contracts; as such the question of commenting on any
material foreseeable losses thereon does not arise; and

iii. There has not been an occasion in case of the Company during the
year under report to transfer any sums to the Investor Education and
Protection Fund. The question of delay in transferring such sums as
such does not arise.

Annexure referred to in our Independent Auditors' Report to the
members of the company on the financial statements for the year ended
31 March 2015.

On the basis of such checks as we considered appropriate and according
to the information and explanations given to us during the course of
our audit, we report that:

i) The Company does not have any fixed assets. Hence the requirement
of clause (i)(a) and (i)(b) of para 3 of the said Order are not
applicable to the company.

ii) The Company is a service company that does not require it to hold
any inventory. Accordingly, the requirement of clause (ii) of para 3
of the said Order is not applicable.

iii) The Company has not granted loans secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 189 of the Companies Act, 2013 ('the Act'). Accordingly,
the requirement of clause (iii) of para 3 of the said Order is not
applicable.

iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with
regard to purchase of fixed assets and sale of services. The
activities of the Company do not involve purchase of inventory and the
sale of goods. Further, on the basis of our examination of the books
and records of the Company and according to the information and
explanations given to us, we have not observed any major weakness in
the internal control system during the course of the audit.

v) The Company has not accepted any deposits from the public covered
under Section 73 to 76 of the act. Accordingly, the requirement of
clause (v) of para 3 of the said Order is not applicable.

vi) As informed to us, the Central Government has not prescribed the
maintenance of cost records under subsection (1) of section 148 of the
Act, for any of the services rendered by the Company. Accordingly, the
requirement of clause (vi) of para 3 of the said Order is not
applicable.

vii) (a) According to the information and explanations given to us and
based on the records of the Company examined by us, amounts deducted/
accrued in the books of account in respect of undisputed statutory
dues including Provident Fund, Employees' State Insurance, Income tax,
Sales tax, Wealth tax, Service tax, Duty of Customs, Duty of Excise,
Value added tax, cess and other material statutory dues as applicable
have been regularly deposited during the year by the Company with the
appropriate authorities.

According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Employees'
State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Duty
of Customs, Duty of Excise, Value added tax, cess and other material
statutory dues were in arrears as at 31 March 2015 for a period of
more than six months from the date they became payable.

(b) According to the information and explanations given to us, there
are no material dues of Income tax, Sales tax, Wealth tax, Service
tax, Duty of Customs, Duty of Excise, Value added tax or cess which
have not been deposited with the appropriate authorities on account of
any dispute.

(c) There has not been an occasion in case of the Company during the
year under report to transfer any sums to the Investor Education and
Protection Fund. Accordingly, the requirement of clause (vii)(c) of
para 3 of the said Order is not applicable.

viii) . The Company has accumulated losses at the end of the financial
year which are not less than fifty per cent of its net worth. The
Company has not incurred cash losses in the financial year but has
incurred cash loss in the immediately preceding financial year.

ix) . The Company did not have any outstanding dues to financial
institutions, banks or debenture holders during the year. Accordingly,
the requirement of clause (viii) of para 3 of the said Order is not
applicable.

x) . In our opinion and according to the information and the
explanations given to us, the Company has not given any guarantee for
loans taken by others from banks or financial institutions.
Accordingly, the requirement of clause

(x) of para 3 of the said Order is not applicable.

xi) . The Company did not have any term loans outstanding during the
year. Accordingly, the requirement of clause

(xi) of para 3 of the said Order is not applicable.

xii) . According to the information and explanations given to us, no
material fraud on or by the Company has been noticed or reported
during the course of our audit.

We have audited the accompanying financial statements of Aris
International Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2014, and the Statement of Profit and Loss and Cash
Flow Statement for the year then ended and a summary of significant
accounting policies and other explanatory information, which we have
signed under reference to this report.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards notified under the Companies
Act, 1956 ("the Act") read with the General Circular No. 15/2013 dated
September 13, 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act, 2013. This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing and other applicable authoritative
pronouncements issued by the Institute of Chartered Accountants of
India. Those Standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors'' judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the accompanying financial statements give
the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:

in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014; in the case of the Statement of Profit
and Loss, of the loss for the year ended on that date; and in the case
of the Cash Flow Statement, of the cash flows for the year ended on
that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003'', as
amended by the ''the Companies (Auditor''s Report) (Amendment) Order,
2004'', ("the Order") issued by the Central Government of India in terms
of sub-section (4A) of section 227 of the Act, and on the basis of such
checks of the books and records of the Company as we considered
appropriate and according to the information and explanation given to
us, we give in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

b. In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the accounting standards notified under
the Act read with the General Circular No. 15/2013 dated September 13,
2013 of the Ministry of Corporate Affairs in respect of Section 133 of
the Companies Act, 2013

e. On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Act.

Annexure to Independent Auditors'' Report
Referred to in paragraph 7 of the Independent Auditors'' Report of even
date to the members of Aris International Limited on the financial
statements for the year ended March 31, 2014

i. As the company does not have any fixed assets the clause 4(i) of
the Order is not applicable to the company.

ii. As the company does not have any inventory the clause 4(ii) of the
Order is not applicable to the company.

iii. (a) As informed, the Company has not granted any loans, secured or
unsecured to companies, firms or other parties covered in the register
maintained under section 301 of the Act. Accordingly, the provisions
stated in paragraph 4 (iii)(b),(c) and (d) of the order are not
applicable.

(b) The company has taken unsecured loans from companies, firms or
other parties covered in the register maintained under section 301 of
the Act. The number of such parties were 5 (five) and the maximum
amount involved in the transactions was Rs 1,38,55,508/- and the year
end balance of loans taken from such parties was Rs 1,20,15,508/-. The
rate of interest and other terms and conditions of such loan taken by
the company are prima facie not prejudicial to the interest of the
company.

iv. In our opinion and according to the information and explanations
given to us, there exists an adequate internal control system
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventory, fixed assets and with
regard to the sale of goods and services. During the course of our
audit, we have not observed any continuing failure to correct weakness
in internal control system of the company.

v. According to the information and explanations given to us by the
management, the transactions that need to be entered into the register
u/s 301 of the Companies Act, 1956 have been so entered.

vi. In our opinion and according to the information and explanations
given to us, the company has not accepted any deposits from the public
within the meaning of Sections 58A and 58AA of the Act and the rules
framed there under.

vii. In our opinion, the Company does not have an internal audit system
commensurate with the size and nature of its business.

viii. The company is not required to maintain cost records u/s 209 (1)
(d) of the Companies Act, 1956.

ix. (a) According to the information and explanation given to us and
as per records produced before us for verification, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues including provident fund, investor education and
protection fund, employees'' state insurance, income-tax, sales-tax,
wealth-tax, service tax, customs duty, excise duty, cess and other
material statutory dues applicable to it.

(b) According to the information and explanations given to us, no
undisputed dues in respect of provident fund, investor education and
protection fund, employees'' state insurance, income-tax, wealth-tax,
service tax, sales-tax, customs duty, excise duty, cess and other
statutory dues which were outstanding, as at 31.03.2014 for a period of
more than six months from the date they became payable.

(c) According to the information and explanation given to us and
verification of the records produced, there no disputed statutory dues
outstanding as on March 31, 2014.

x. The accumulated losses of the company at the end of the financial
year are more than 50% of its net worth. The company has incurred cash
losses in the current and immediately preceding financial year.

xi. In our opinion, the company has not defaulted in repayment of loan
from bank or financial institutions.

xii. According to the information and explanations given to us and
based on the documents and records produced to us, the company has not
granted loans & advances on the basis of security by way of pledge of
shares, debentures and other securities.

xiii. In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
(xiii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003
(as amended) are not applicable to the Company.

xiv. According to the information and explanation given to us, the
Company is not dealing in or trading in shares, securities, debentures
and other investments. Accordingly, the provisions of clause (xiv) of
paragraph 4 of the Companies (Auditor''s Report) Order, 2003 (as
amended) are not applicable to the Company.

xv. As per information and explanations given to us, the company has
not given any guarantees for loans taken by others from banks or
financial institutions during the year.

xvi. The company has not raised any term loans during the year.

xvii. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.

xviii. According to the information and explanations given to us, the
company has not made preferential allotment of shares to parties and
companies covered in the register maintained under section 301 of the
Act.

xix. According to the information and explanations given to us, no
debentures have been issued by the company during the year.

xx. The Company has not raised money by way of public issue during the
year.

xxi. During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the company, noticed or reported during the year, nor
have we been informed of such case by the management.

We have audited the attached Balance Sheet of ADITYA GEARS LIMITED as
at 31st March, 2012 and also the Profit and Loss Account for the year
ended on that date, annexed thereto. These financial . statements are
the responsibility of the company's management. Our responsibility is
to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with Auditing Standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

As required by the Companies (Auditors' Report) Order, 2004 issued by
the Central Government of India in terms of sub-section (4A) of section
227 of the Companies Act, 1956, we give in the Annexure a statement on
the matters specified in paragraphs 4 and 5 of the said Order to the
extent applicable.

Further to our comments in the Annexure referred to above, we report
that

i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;

ii) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;

iii) The Balance Sheet and Profit and Loss Account dealt with by this
report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt
with by this report comply with the Accounting Standards referred to
sub-section(3C) of Section 211 of the Companies Act, 1956.

v) On the basis of written representations received from the directors,
as on 31st March 2012, and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31st March
2012 from being appointed as director in terms of clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to
the explanations given to us, subject to "Notes on accounts", the said
Accounts give the information required by the Companies Act, 1956, in
the manner so required to give a true and fair view in conformity with
the accounting principles generally accepted in India :

(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 st March, 2012,

(b) in case of the Profit and Loss Account, of the loss for the year
ended on that date; and

(c) in case of the Cash Flow Statement, of the Cash Flows for the year
ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 3 thereof)

i) In respect of its fixed assets

a) The company is generally maintaining proper records showing full
particulars including quantitative details and situation of its Fixed
Assets.

b) As explained to us, the fixed assets have not been physically
verified during the year by the management in accordance with a phase
programme of verification adopted by the company. In our opinion, the
period of verification is reasonable having regard to the size of the
Company and the nature of its business. As informed, no material
discrepancies were noticed on such verification.

c) The company does not have any fixed assets during the year. However,
as per information and explanation provided by the management, the
company will continue to be a going concern.

ii)a) The inventory has not been physically verified during the year by
the management as there is no inventory at the end of the year.

b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the company and the nature of its business.

c) According to the information and explanation given by the
management, the company does not have any inventory at the end of the
year. The company is maintaining proper records of the inventory. No
such discrepancy has been noticed on verification between the physical
stocks and the book records.

iii) The Company has not granted any loans, secured or unsecured, from
companies, firms or other parties listed in the Register maintained
under section 301 of the Companies Act, 1956.

As the company has not granted/taken any loans, secured or unsecured,
to/from parties listed in the registers maintained under section 301 of
the Companies Act, 1956 paragraphs (iii)(b),

(c) and (d) of the Order, are not applicable.

iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business for the purchase of inventory, fixed assets and with regard to
the sale of goods. Further, on the basis of our examination, and
according to the information and explanations given to us, we have
niether come across nor have we been informed of any instance of major
weaknesses in the aforesaid internal control procedures.

v) In our opinion and according to information and explanations given
to us and based on the representations by the management, the
transactions that need to be entered into the Register maintained under
Section 301 of the Companies Act, 1956 have been so entered.

vi) Based on our scrutiny of the company's records and according to the
information and explanations provided by the management, in our
opinion, the company has not accepted any public deposit so far up to
31st March 2012.

vii) In our opinion, the company has no Internal Audit system
commensurate with its size and nature of its business. As per the
information and explanation given by the management, the company will
implement as it grows.

viii) The Central Government has not prescribed the maintenance of cost
records by the company under section 209(1 )(d) of the Act, for any of
its products.

ix) Statutory and other dues :-

a) According to the information and explanation given to us, the
company has outstanding liabilities brought forward from earlier years,
in respect of Sales Tax (CST, Bhiwadi) to the extent of Rs. 33,883/-
and in respect of Profession Tax to the extent of Rs. 5,890/-. Both the
statutory liabilities have been written off by the company during the
year under the head 'Liabilities no longer required written off.

b) According to the information and explanations given, no undisputed
amounts payable in respect of Income Tax, Wealth Tax, Sales Tax,
Customs Duty and Excise Duty were outstanding, as at 31st March, 2012
for a period of more than six months from the date they become payable.

c) According to the records of the company, there are no dues on
account of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise duty
and Cess which have not been deposited on account of any dispute.

x) The Company has accumulated loss to the extent of Rs. 4,63,06,333/-
at the end of the financial year 31/03/2012. The company has incurred
cash losses during the financial year covered by our Audit but not
immediately preceding financial year.

xi) According to the records of the company, the company has not
defaulted in repayment of dues to a financial institution or bank till
31st March, 2012.

xii) In our opinion and according to the information and explanations
given to us, the company has not granted loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.

xiii) The Company is not a Chit Fund / Nidhi / Mutual Benefit Fund/
Society. Therefore the provisions of clause 4 (xiii) of the Companies
(Auditor's Report) Order, 2003 are not applicable to the company.

xiv) The company is not dealing or trading in shares, securities,
debentures and other investments. Accordingly the provisions of clause
4 (xiv) of the Companies (Auditor's Report)[Amendment] Order, 2004 are
not applicable to the company.

xv) The Company has not given guarantees in connection with loan taken
by others from banks or financial institutions.

xvi) In our opinion, the term loans have been applied for the purposes
for which they were raised.

xvii) Based on the information and explanation given to us and an
overall examination of balance sheet of the company, in our opinion,
there are no such funds raised on a short term basis which have been
usedfor long term investment, and vice versa.

xviii) According to the information and explanations given to us, the
company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained under section 301 of
the Companies Act, 1956 during the year.

xix) According to the information and explanations given to us and the
records examined by us, the company has not issued any debentures
during the year.

xx) The Company has not raised any money by public issues during the
year.

xxi) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the company
has been noticed or reported during the year.

For Bhattacharya Sengupta & Co.

Chartered Accountants

Place : 10, Clive Row, 1st Floor, Firm Reg. No. : 301311E

1st Floor, Kolkata - 700001 CA R. K. Gupta

Partner

Date : The 29th day of June, 2012 Membership No. 061738

Mar 31, 2010

1. We have audited the attached Balance Sheet of ADITYA GEARS LTD. as
at 31st March '2010, the related Profit and Loss Account and Cash Flow
Statement for the year ended on that date annexed thereto. These
financial statements are the responsibility of the Company's Management
Our responsibility is to express an opinion on these financial
statements based on our audit.

2. We conducted our audit in accordance with the Auditing Standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provided a reasonable basis for
our opinion.

3. As required by the Companies (Auditors' Report) Order; 2003 and as
amended by the Companies (Auditors Report) (Amendment) Order, 2004
issued by the Central Government of India in terms of Section 227 (4A)
of the Companies Act, 1956, we enclose in .the Annexure-A, statement on
the matters specified in paragraph 4 & 5 of the said order to the
extent applicable.

4. Further to our "NOTES & COMMENTS" in the Annexure referred to in
Paragraph 3 above and Annexure 13 forming part of the P/L A/c & Balance
Sheet, we report that :-

a. We have obtained all the information and explanation which to the
best of our knowledge and belief were necessary for the purpose of our
audit.

b. In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books.

c. The Balance Sheet and Profit & Loss Account and Cash Row Statement
dealt with by this report are in agreement with the Books of Account
produced before us.

d. On the basis of written representations received from the Directors
and taken on record by the Board of Directors we report that none of
Directors of the Company are disqualified from being appointed as
Directors of the Company under Clause (g) of sub-section (1) of Section
274 of the Companies Act, 1956.

e. In our opinion the Balance Sheet, Profit & Loss Account and Cash
Flow Statement have been drawn up in accordance with the Accounting
Standards referred to sub-section(3C) of Section 211 of the Companies
Act, 1956.

f. In our opinion and to the best of our information and according to
the explanations given to us, subject to "Notes" on accounts, the said
Accounts give the information required by the Companies Act 1956, in
the manner so required to give a true and fair view :-

i) In the case of the Balance Sheet of the state of affairs of the
Company as at 31st, March, 2010.

ii) In case of the Profit & Loss Account of the loss for the year ended
on that date.

iii) In case of Cash Flow Statement, of the Cash Flows for the year
ended on that date.

ANNEXURE "A" TO THE AUDITOR'S REPORT FOR THE YEAR ENDED 31.03.2010

(Referred to in paragraph 3 of our Report of even date)

I. a) As informed the Company has maintained proper records showing
full particulars, including quantitative details and situation of its
Fixed Assets.

b) All the fixed assets have not been physically verified by the
management during the year, but there is a regular programme of
verification which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. As informed, no
material discrepancies were noticed on such verification.

c) According to the information and explanation given to us, the
company has not disposed off any of its fixed assets.

II. a) In view of the suspension of operations at the manufacturing
unit of the company, the physical verification of inventory had not
been carried out.

b) In our opinion and according to the information and explanations
given to us the procedures of physical verification of inventory as
established by the company are reasonable and adequate in relation to
the size of the company and the nature of its business.

c) According to the information and explanations given to us the
physical verification of stock at the yearend had not been taken hence
any material discrepancies between physical stock and the book records
could not be ascertained.

III. a) The Company has neither granted or taken any loans, secured or
unsecured to or from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956.

b) In view to our comment in paragraph III(a) above, the other clauses
of paragraph 4 of the aforesaid Order are not applicable to the
company.

IV. According to the information and explanations given to us, there
are adequate internal control procedures commensurate with the size of
the company and the nature of its business, with regard to the purchase
of inventory, fixed assets and sale of goods. Further during the course
of our Audit we neither came across nor have been informed of any
continuing failure to correct major weaknesses in internal control.

V. According to the information and explanations given to us, during
the year. The transaction that need to be entered in the register
maintained under Section 301 of the Companies Act, 1956 have been so
entered.

VI. The Company has not accepted any deposits during the year from the
public, under the ; provisions of section 58A and 58AA of the Companies
Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.
Therefore clause (VI) of paragraph 4 of the aforesaid Order is not
applicable to the company.

VII. During the year, the company has no Internal Audit reporting
system in commensurate with size and nature of its business. As per the
information given to us the company will implement as it grows.

VIII. As informed to us by the company, the Central Government has not
prescribed maintenance of cost records under clause (d) of sub-section
(1) of Section 209 of the Companies Act, 1956.

IX. a) According to the information and explanation given to us, the
company has outstanding liability brought forward from earlier years,
in respect of sales tax to the extent of Rs. 33,883/-.The company also
has overdue outstanding liability in respect of Provident Fund Rs.
5,373/- & Professional Tax Rs. 5,890/-.

b) As informed to us there are no dues of Sales Tax, Income Tax, Custom
Tax, Wealth Tax, Excise duty, Cess for the financial year ended 31st
March '2010, which have not been deposited on account of any dispute.

X. The Company has accumulated losses as at the end of the Financial
Year 31/03/2010 to the extent of Rs, 4,29,72,131/- which is more than
fifty percent of its net worth. The company has incurred cash losses in
the financial year ending 31st March '2010 and in the financial year
immediately preceding such financial year.

XI. In our opinion and according to the information and explanations
given to us the company has an overdue outstanding liability of Secured
Loans to a Bank. The amount outstanding as at 31st March, 2010 is Rs.
2,47,59,455.00. The company has not provided for interest on Secured
loan.

XII. As informed to us the Company has not granted any loans and
advances on the basis of security by way of pledge of shares,
debentures and other securities.

XIII. In our opinion the Company is not a Chit fund or a Nidhi /
mutual benefit fund/society. Therefore the provisions of clause (XIII)
of paragraph 4 of the aforesaid Order is not applicable to the company.

XIV. To the best of our knowledge and belief and according to the
information and explanations given to us the company is not dealing or
trading in shares, securities, debentures and other investments.

XV. As informed to us, the Company has not given any guarantee for
loans taken by others from bank or financial institutions during the
year.

XVI. In our opinion and according to the information and explanations
given to us, on an overall basis, the term loans have been applied for
the purposes for which they were obtained.

XVII. On the basis of an overall examination of the Balance Sheet of
the Company and according to the information and explanation given to
us, no such funds raised on short term basis have been used for long
term investment and vice versa.

XVIII. According to the information and explanation given to us the
Company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained under section 301 of
the companies Act, 1956 during the year.

XIX. To the best of our knowledge and belief and according to the
information and explanations given to us, the Company has not issued
any Debentures during the year.

XX. To the best of our knowledge and belief and according to the
information and explanations given to us, the Company has not raised
any money by public issue during the year.

XXI. During the course of our examination of the books of Account
carried out in accordance with generally accepted auditing practices,
we have neither come across any instance of fraud, on or by the company
nor have we been informed of any such case by the management.